Dawson and Joey are making out when Joey starts to have second thoughts. It's hard always having to find a private place for these sessions, and she wonders about the romance of lying on the cement of a park. But then again, she is with Dawson, and his charm surely wins her over.

 The next day, Dawson tags along with Mitch before school as Mitch meets a potential seller of some nice restaurant property. Dawson is shocked to discover the owner is Tamara Jacobs, his former teacher and Pacey's ex-fling. At school, Dawson tries to give Pacey the news but Pacey is in too much of a hurry to listen.

 Abby drags Jen, who is still moping over Dawson, along for company on a shopping spree. They enjoy themselves and Abby forces Jen to admit that Jen needs her. At lunch, Abby spots a hunk fisherman who introduces himself as Vincent. Despite her shameless flirting, Vincent pays more attention to Jen.

 After perusing Andie's video rental choices, Pacey discovers the two share a common bond - the movie "Dumbo". Pacey asks Andie if she wants to hang out after school and she decides it wouldn't be that horrible to agree. On the street however, the two run into Tamara. Pacey is at a loss for words and Andie can sense that something is wrong. Tamara goes as quick as she arrived and Pacey leaves Andie standing there to follow this person of his past.

 Joey takes Dawson to an art lecture given by Laura, the interior designer that she previously met. Dawson does not get much out of it, and Joey is disappointed that he seemed to miss the passion that she received from the lecture. Laura invites them to an art class she teaches and Joey decides to give it a try. At the class, Laura praises Joey's drawings, embarrassing her. Joey opens up, telling Laura of her mother's love for art and her untimely death. Laura encourages her to continue in her art and proves herself to Joey as a mentor and a friend.

 Andie shows up at Dawson's house unannounced and in a shy round-about way asks if Dawson knows anything about Pacey's female interests. She admits to having feelings for Pacey, but swears Dawson to secrecy. Dawson leaves her with the idea that Pacey could certainly be interested. At the moment though, Pacey's mind is with Tamara. He follows her to the beach and approaches her. It is an awkward situation and they acknowledge it as one. Pacey leaves without much being said, and after further thought decides that he may not be over her.

 Dawson rubs Joey the wrong way when he makes light of her art "hobby". Joey decides to go to an art exhibit without him, and instead takes Jack from work. She is surprised to find another side to Jack, an avid art lover himself, and a side she wishes Dawson had. Dawson, trying to make peace, meets her later after the exhibit. Joey doesn't understand the difference in his attitude and begins to think that as much as their relationship has evolved, little has changed. Abby and Jen finally track down Vincent at the docks, and Abby is surprised to find that Vincent doesn't fall for her flirtatious ways. When Jen tries to smooth things over, he makes his pass on her instead. This only makes Abby furious, seeing it as a total betrayal. Abby lashes out on Jen and leaves Jen feeling that she is totally in the wrong.

 Joey finds Dawson alone, and has had time to gather her thoughts. She admits that she doesn't know how she feels, but she knows that both art and Dawson are incredibly important to her life. She hands Dawson a picture that she drew and he is touched to see it is a portrait of him. Joey lets him know that she wasn't fighting him, she was fighting herself; and she's going to need some time to let that fight play out.

 Pacey comes back to Tamara and tries to share his feelings. They both realize they are in different places now and that any relationship they had is now over. He gets his feelings out, but leaving is hard. They both share one last kiss before she pushes him away. Indeed, they have both moved on, but they will always miss each other.

 Pacey, relieved to have some closure, finds Andie alone at a cafe. He joins her, teasing her into admitting that she might have had some feelings for him, but she insists they are long gone. Pacey looks out the window and watches Tamara go. He knows he can let Tamara go now, and as he turns to his company he realizes that letting Andie go might be a different story.